Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

OMB APPROVAL

 

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB Number: 3235-0104
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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net



1. Name and Address of Reporting Person*

Francesconi, Louise L.

2. Date of Event
Requiring Statement
Month/Day/Year
08/30/2002

4. Issuer Name and Ticker or Trading Symbol
Raytheon Company - RTN

(Last)      (First)     (Middle)

141 Spring Street
 

3. I.R.S. Identification
Number of Reporting
Person, if an entity
(voluntary)

 

5. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
    Director                          10% Owner
X Officer                            Other
(give title below)              (specify below)

Vice President                                    

6. If Amendment,
Date of Original
(Month/Day/Year)
08/30/2002

(Street)

Lexington, MA 02421

7. Individual or Joint/Group Filing
(Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Beneficially Owned

1. Title of Security
(Instr. 4)

2. Amount of
Securities
Beneficially
Owned
(Instr. 4)

3. Ownership Form:
Direct (D)
or Indirect (I)
(Instr. 5)

4. Nature of Indirect
Beneficial Ownership
(Instr. 5)

Common Stock

6,328.27 (1)

I

401 (k)

Common Stock

5,838

D

 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number

FORM 3 (continued)

Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 4)

2. Date Exercisable
and Expiration Date
(Month/Day/ Year)

3. Title and Amount of Securities
Underlying Derivative Security
(Instr. 4)

4. Conversion or
Exercise Price of
Derivative Security

5. Ownership Form
of Derivative
Security:
Direct (D)
or Indirect (I)
(Instr. 5)

6. Nature of Indirect Beneficial Ownership
(Instr. 5)

Date
Exercisable

Expiration
Date

Title          

Amount or
Number of
Shares

Employee Stock Option

05/02/96

05/02/05

Common Stock

4,706

33.9490

D

 

Employee Stock Option

05/02/97

05/02/05

Common Stock

4,706

33.9490

D

 

Employee Stock Option

05/02/97

05/02/06

Common Stock

4,706

52.1135

D

 

Employee Stock Option

05/02/98

05/02/06

Common Stock

4,706

52.1135

D

 

Employee Stock Option

05/02/98

05/02/07

Common Stock

5,882

46.0615

D

 

Employee Stock Option

05/02/99

05/02/07

Common Stock

5,883

46.0615

D

 

Employee Stock Option

06/24/99

06/23/08

Common Stock

1,788

55.9063

D

 

Employee Stock Option

06/24/00

06/23/08

Common Stock

1,788

55.9063

D

 

Employee Stock Option

06/24/99

06/24/08

Common Stock

5,712

55.9063

D

 

Employee Stock Option

06/24/00

06/24/08

Common Stock

5,712

55.9063

D

 

Employee Stock Option

06/23/01

06/22/09

Common Stock

1,460

68.4688

D

 

Employee Stock Option

06/23/00

06/23/09

Common Stock

12,500

68.4688

D

 

Employee Stock Option

06/23/01

06/23/09

Common Stock

11,040

68.4688

D

 

Employee Stock Option

02/25/02

02/24/10

Common Stock

5,161

19.3750

D

 

Employee Stock Option

02/25/03

02/24/10

Common Stock

5,161

19.3750

D

 

Employee Stock Option

02/25/01

02/25/10

Common Stock

12,500

19.3750

D

 

Employee Stock Option

02/25/02

02/25/10

Common Stock

7,339

19.3750

D

 

Employee Stock Option

02/25/03

02/25/10

Common Stock

7,339

19.3750

D

 

Employee Stock Option

05/23/02

05/23/11

Common Stock

10,000

29.6850

D

 

Employee Stock Option

05/23/03

05/23/11

Common Stock

10,000

29.6850

D

 

Employee Stock Option

05/23/04

05/23/11

Common Stock

6,632

29.6850

D

 

Employee Stock Option

05/23/04

05/22/11

Common Stock

3,368

29.6850

D

 

Employee Stock Option

05/13/03

05/13/12

Common Stock

8,666

44.4500

D

 

Employee Stock Option

05/13/04

05/13/12

Common Stock

8,667

44.4500

D

 

Employee Stock Option

05/13/05

05/13/12

Common Stock

6,418

44.4500

D

 

Employee Stock Option

05/13/05

05/12/12

Common Stock

2,249

44.4500

D

 

Performance Stock Option

Varies (2)

02/25/10

Common Stock

25,900

19.3750

D

 

Performance Stock Option

Varies (3)

01/24/11

Common Stock

15,500

31.8150

D

 

Performance Stock Option

Varies (4)

01/23/12

Common Stock

20,300

32.3150

D

 

Explanation of Responses:

(1) Based on funds in the Reporting Person's Savings and Investment Plan/Excess Savings Plan Account divided by $35.00, the closing price of the Issuer's Common Stock on August 30, 2002.
(2) The options become exercisable in three equal installments. The first installment became exercisable on August 25, 2000, upon the Issuer's Common Stock sustaining (for a period of twenty (20) consecutive trading days) a market price of at least $23.27 per share; the second installment became exercisable on October 30, 2000, upon the Issuer's Common Stock sustaining a market price of at least $27.91 per share; and the third installment became exercisable on February 22, 2002, upon the Issuer's Common Stock sustaining a market price of at least $33.49 per share.
(3) The options become exercisable in three equal installments. The first installment became exercisable on February 28, 2002, upon the Issuer's Common Stock sustaining (for a period of twenty (20) consecutive trading days) a market price of at least $36.59 per share; the second installment became exercisable on May 29, 2002 upon the Issuer's Common Stock sustaining a market price of at least $42.08 per share; and the third installment becomes exercisable upon the date that the Issuer's Common Stock sustains a market price of at least $48.39 per share. Notwithstanding the foregoing vesting schedule, all shares under option shall become exercisable on the sixth anniversary of the grant date.
(4) The options become exercisable in three equal installments. The first installment became exercisable on May 16, 2002, upon the Issuer's Common Stock sustaining (for a period of twenty (20) consecutive trading days) a market price of at least $39.10 per share; the second installment becomes exercisable upon the date that the Issuer's Common Stock sustains a market price of at least $44.965 per share; and the third installment becomes exercisable upon the date that the Issuer's Common Stock sustains a market price of at least $51.71 per share. Notwithstanding the foregoing vesting schedule, all shares under option shall become exercisable on the sixth anniversary of the grant date.

  By: /s/ Louise L. Francesconi
             Louise L. Francesconi
**Signature of Reporting Person
01/24/03
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.
          If space is insufficient, See Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.